Inside an Internet Incubator

Incubators can be lifesavers for fledgling dot-coms, but Veritas Medicine may be regretting its decision to join one.

To the founders of start-up dot-com Veritas Medicine, joining an incubator looked like a quick, simple, creative way to get seed money and get hatched. Who knew?

There are maybe a dozen white Chinese-takeout cartons arranged in a neat rectangle on a conference table on the fourth floor of 840 Memorial Drive, but Robert Adelman dips into only two and places a few spicy string beans and a slice of white-meat chicken on his plate. The dinner meeting he's attending in the offices of a biotechnology company in Cambridge, Mass., is an important one: it's a chance to introduce an angel investor to Adelman's Internet health-care start-up. Adelman can't risk the brain drain that comes with a loaded stomach. Besides, he wants to keep his hands free to gesticulate as he maps out how his company, Veritas Medicine, will be the first in the world to match patients who have serious illnesses with the clinical trials that pharmaceutical companies run, while it ensures complete confidentiality on both sides.

"We've been to Merck and Pfizer and go back to Merck on Friday," Adelman says excitedly to the angel as he ticks off some of the behemoths that Veritas plans to take on not just as partners who will provide the trial information but also as the eventual source of the company's revenues. "And we're seeing Spicehandler at the end of March."

"Spicehandler. I can't believe it," says the angel, his eyebrows rising appreciably pateward as he picks string beans out of the carton with his fingers. "Spicehandler won't talk to us."

Emboldened by the angel's admiration for his clout (after all, he did arrange to get in the door of the president of Schering-Plough's research-and-development arm), Adelman, 36, launches into the financing history of his barely four-month-old company: Stephen Knight, a pharmaceutical executive, came up with the idea for the business but wasn't prepared to leave his job. So he sought funding from two venture capitalists in hopes of putting enough money into the company's coffers to enable Adelman, a former orthopedic surgeon who was consulting in New York City, to run the show. When one of the VCs turned Knight down, he brought the idea to Cambridge Incubator. By early September, Knight had signed a deal to join the new incubator. The terms: for $834,000 in seed money and membership in the incubator, Knight handed over 51.22% of his company.

The room goes silent. The angel's long, full face gets less full and much longer, as if his cheeks have dropped into his jaw. "This is Cambridge Incubator that did this?" he asks. "This has to get fixed." He shakes his head, trying to fathom what anyone -- even the best-connected VC -- could give a company that would be worth such a huge equity stake. "How can you keep people excited if as you build value you hear a sucking sound?" he demands. He looks Adelman straight in the eye. "You understand that you guys are on a very clear path to going public owning only your shorts."

When it's time to market that matters most, the extra heat of an incubator can be a lifesaver.

Internet incubators -- a for-profit variant of the old-time government- or academic-supported not-for-profit entities -- are sprouting up like dandelions in summer. Bill Gross's Pasadena-based Idealab perhaps begat the trend in 1996. But it wasn't until late last year that the dot-com-incubator spores really began to fly. The number of Internet incubators in the United States jumped from 15 in October 1999 to more than 50 in February 2000, according to Edward Black, a senior vice-president at the Aberdeen Group, who recently prepared a report on the subject. "It's an emerging market in and of itself," he says.

The Internet-incubator concept is a simple one: typically, the incubators promise to take dot-com start-ups that are little more than an idea and give them a home (often a common one, where cross communication can flourish), business advice, connections to financing and high-level personnel, management and infrastructure services, and some capital. The last, the incubator founders say, is a primary reason for their being: to provide start-ups with seed capital. VCs, they say, can dole out only large chunks of money, because they don't have the people power to be represented on numerous companies' boards at once. Enter the incubators: purveyors of the $250,000 to $1 million or so that start-ups need to get going. In return for the incubators' contributions, member companies turn over a hunk of equity: anywhere from 5% to more than 70%, reports Black, depending on the services and the funding provided. It's hard to pinpoint a typical amount, but of the 11 incubators in Black's study that disclosed an equity-stake range, 10 had ranges that started between 5% and 30%.

The incubators like to speak of themselves as "accelerators" -- hot boxes where companies can rocket from idea to launch in just 90 to 180 days. In a space where time to market can mean the difference between being an eBay.com and an Auctionharbor.com (who?), the extra heat can be a lifesaver. "The metaphor is an Indy pit stop," says Mohanbir Sawhney, professor of electronic commerce at the Kellogg Graduate School of Management at Northwestern University, in Evanston, Ill. "The car comes in, and -- bang, bang, bang -- 20 guys work on it, and they're off in 30 seconds."

Of course, within that general framework lie wildly divergent business models. Some of the for-profit incubators, like Cambridge Incubator, charge for everything from management services to Web design to the Mountain Dew in the communal fridge, take a 50% or greater equity stake, and expect member companies to be with them for about 12 months. Others, like the San Francisco­based Camp Six, provide everything -- even office space -- free, take a 20% to 30% stake, and project a 3- to 6-month incubation period. And the business-building experience of the incubator founders swings just as wide. At one end of the spectrum is Bill Gross, 41, who founded three successful high-tech companies before he started Idealab, which has spawned such public companies as eToys Inc. (valued at more than $7 billion after its initial public offering, in May 1999). At the other end is Michael Stern, 20, a political-science major at Yale who's cofounder of Aquarium Ventures, on the university's campus in New Haven, Conn.

With such a wide range of models -- and no track record to speak of -- the new for-profit incubators (many of which, like Idealab, plan one day to go public themselves) present today's cash-strapped, time-pressed dot-com entrepreneurs with a seductive but difficult question: Is incubating my company worth it?

On the evening of February 9, over spicy string beans and lemon chicken, Veritas Medicine's Robert Adelman was just beginning to learn the answer. For the next six weeks, Inc. would be with him nearly every step of the way.

Joining the incubator had seemed like a good idea at the time. It was late August 1999, and Veritas Medicine was no more than an idea in Stephen Knight's head and a handful of slides. Knight, then 39, had just agreed to become the new president of Epix Medical Inc., and his wife had just had their second daughter. He knew that if Veritas were to see the light of day, he'd have to find someone else to lead the venture and enough money to enable that person to operate.

Knight had no trouble lining up the first: Robert Adelman, a friend of his from Yale Medical School, was looking for a change and owed him a favor. As cofounder of the successful biotechnology company Operon Technologies Inc., in Alameda, Calif., Adelman had not just business experience but the savings that would allow him to work without a paycheck for a while. He came on board as Veritas's acting CEO.

Knight was in search of the funding he needed when he met Andrew Olmsted, head of development for Cambridge Incubator (CI), one evening at his health club. Olmsted suggested that Knight drop by and give the incubator's CEO, Timothy Rowe, the Veritas pitch. "It was kind of a last-ditch effort," says Knight.

The deal that Knight struck with CI -- the incubator's first -- was not ideal. After all, Knight did give up what would amount to 51.22% -- when fully diluted -- of the company. (That stake was split between Cambridge Incubator and SeaFlower Ventures. SeaFlower was brought into the deal, says Knight, because one of its partners, James Sherblom, is a former biotech executive whom Rowe went to for advice because Rowe knew little about health care.) Still, the deal turned what had been an entrepreneurial dream into an operating company with $834,000 in seed funding, office space, a technology infrastructure, and the ability to hire the beginnings of a staff.

Knight's idea for an Internet company was straightforward: Pharmaceutical companies constantly run clinical trials of the new drugs they're developing, but the locations (and other details) of those trials are often secret, for competitive reasons. Many patients want to participate in the trials but don't know how to find them. What if someone were to compile a comprehensive Web-based database of trial sites for, say, 40 life-altering diseases, along with crucial medical information? Then patients could enroll in the trials at will, and the pharmaceutical companies, which would fill up their trials faster, could save millions of dollars by getting their drugs to market sooner. It would be a win-win scenario.

Tim Rowe certainly thought so. "Pharmaceutical companies have lots of drugs, and there are lots of pharmaceutical companies," says Rowe, 32, recounting his reaction to Knight's pitch. "You get very, very big numbers when you multiply them."

At the heart of Rowe's Cambridge Incubator -- the place where he expected Veritas and about 14 other start-ups to spend some 12 months -- is the "venture campus." At the time Adelman came on board, that 18,000-square-foot biometrically secured (it uses fingerprint scanning) enclave was under construction in Cambridge's Kendall Square. Boasting a cafÃ‰, a stage area, and 14 open company bays that accommodate five to seven people each, the space was designed to be, Rowe says, a veritable petri dish of cross communication. He was particularly excited about the translucent, corrugated-polycarbonate walls that he said would surround the bays, allowing company owners to get a sense of the activity within the offices. They're intended to encourage collaboration but keep from view the contents of the companies' all-important whiteboards.

Companies within the incubator, Rowe explains, will go from mature concept to prototype or product within 120 days. In addition to "active incubation" services (VC contacts, mentoring, and management services), CI provides some $250,000 to $1 million in seed capital to each of its incubated companies. Rowe is financing the incubator with $10 million he raised from the venture-capital firm Draper Fisher Jurvetson (DFJ) and the Boston Consulting Group, where he was a management consultant for four years. (His father, Richard Rowe, who sits on CI's board of directors, lent him $500,000 to start the project.) CI has advertised since November that it plans to raise $100 million more, but at press time none of that money had come in.

Until the venture campus was completed, on March 31, Veritas Medicine was housed, along with CI and its three other member companies, in bland office space across the street. Veritas's 12 employees were socked away in three offices with gray melamine desks. There was generally a collection of crushed Mountain Dew cans and a box of shirts from the cleaner's on the filing cabinet next to Adelman's desk, and a stack of empty pizza boxes atop the trash can in the entrance area. "One of the stipulations of my joining the incubator," says Adelman, jiggling the brown loafer off his foot, "was that they'd provide seven or eight cases of Mountain Dew a week."

Adelman, who has light brown hair that he slicks back for important meetings, wears rumpled beige khakis and moves with a gangly, nervous energy. Along with Joshua Schultz, 25, Veritas's vice-president of business development, he honed Knight's rough idea into a solid business model. Included in the model is the company's goal for earning revenues: the pharmaceutical companies will likely pay Veritas a "percentage of value created," that is, calculate the savings they've accrued by filling their trials so quickly and give Veritas a percentage of those savings. Another refinement is its so-called switchboard structure. It's that structure that places Veritas so neatly, and so objectively, between the two markets that it serves. (Schultz had become familiar with the progenitor of the switchboard model when he worked at the Boston-based management-consulting group Corporate Decisions Inc.) Two outgrowths of the concept are an encrypted database that will store the trial information and automatically match patients and trials; and the idea of distributing the service not just through Veritas's own Web site but through windows and other links placed on various health-care sites.

Both Adelman and Schultz have no question that without Cambridge Incubator, Veritas would be weeks or maybe months behind where it is now. From day one not only have they had office space and furniture, phones, a T1 line, and a computer network, but they've had access to virtually all the professional services any good dot-com start-up needs to get going: Web developers, lawyers, public-relations and marketing specialists, and recruitment and human-resources help. Using CI developers, they've built their Web prototype for $20,000, as opposed to the $50,000 that it would have cost if they'd used outside help. CI has also been useful, Adelman and Schultz say, in helping them know what VCs want to hear and in providing VC contacts, including DFJ, in Redwood City, Calif.; and Polaris Venture Partners, Advanced Technology Ventures, and Atlas Venture, all in the Boston area. And CI has led them to an important health-care adviser, Dr. Hamilton Moses III, a partner of Boston Consulting Group who is based in Washington, D.C. Taken together, those ingredients have helped jump-start the company. "In this world," says Adelman, "a week or a month can be the difference between life and death."

From the outside, the incubator appeared to have all the makings of a digital-age Camelot. But Adelman soon discovered that all was not well inside the Internet-incubator world.

For starters, there is a question about the nature of CI's contribution to Veritas: Is it simply an incubator, providing the environment in which the independent company can grow? Or is it actually a cofounder? When asked that question, Tim Rowe says that CI came up with Veritas's distribution strategy; he uses that as an example of how CI acted as the company's cofounder. That cofounder status, he says, justifies the incubator's large equity stake in its member companies. (Rowe also repeatedly cites as justification for the large cut the Investment Company Act of 1940, an arcane federal law that implies that when a company goes public, it must maintain at least a 25.1% stake in the majority of the companies it has taken an interest in.) "Giving away equity in your business implies that you've got something that's yours to start with, and that you're giving it to somebody," says Rowe. "In fact, what we're doing is cofounding a business that didn't exist."

Adelman, who is working toward owning 11% of that business, and Schultz, who owns 4%, have -- to put it mildly -- a different take on the matter. While they say they appreciate Rowe's brainstorming with them to refine Veritas's business model, in no way do they view him -- or anyone at CI -- as a cofounder of their company. "A cofounder is someone who is central to the origin of the concept," says Adelman, ticking off himself, Schultz, Knight, and Knight's wife, Elizabeth Quattrocki Knight, as Veritas's cofounders. And the distribution strategy, he says, has for a few years been a standard one on the Web.

And then there are the price tags attached to many of the benefits. Above and beyond the equity stake that CI took at the outset, Veritas has had to pay as much as $19,000 a month for the incubator's infrastructure and the aforementioned professional services.

Moreover, the recruiting function of CI has been so dismal that Veritas has gotten nearly all its staff itself, through Monster.com. And it used an outside graphics house to design its Web pages. Rowe acknowledges that the incubator's recruiting services in February and March were below par. "I would say, without reservation, that at that time we were not providing enough recruiting support for Veritas," he says.

Aberdeen researcher Edward Black has this to say about the fee-for-service, pay-for-infrastructure Internet-incubator model: "It's an interesting scenario. I give you this money, and basically, over the next six months, you're going to give it all back to me in fees. You've got to love America."

To be fair, even at a rate of $19,000 a month, it would take Veritas some 44 months to give CI and SeaFlower their investment back in fees. Still, Black has a point -- one that's echoed by Edward B. Roberts, a professor of management of technology at MIT's Sloan School of Management and founder of the MIT Entrepreneurship Center. "If you're paying for all the services rendered on an as-you-go basis, then you are not partners," he says flatly. "You've got a service contract, and you've given away ownership merely for the capital." As Roberts sees it, incubated companies should pay for rent and for those services that vary from company to company, such as telephone calls and photocopying. But the in-house help and hand-holding, he says, should be factored into the equity stake. "You don't pay a venture capitalist for advice," he points out.

That's true. Even though every deal in the VC world is unique, VCs that do early-stage financing (Zero Stage Capital, in Cambridge, Mass., and Timberline Venture Partners, in Vancouver, Wash., for example) generally take a one-third equity stake in the companies they're investing in and provide on the order of $500,000 in seed capital. Advice, mentoring, and access to management-level players are free. VCs that do mid- and late-stage financing provide their advisory and mentoring services at no charge as well.

For his part, Tim Rowe says that CI charges for high-level services because it's difficult to allocate limited personnel resources. "The reason we bill is to provide an incentive for our member companies to be efficient about the amount of service they use," he says. Rowe, who wrote the business plan for his father's $308-million Internet company, RoweCom, while he was an M.B.A. student, doesn't charge for his own advice. Neither do CI's four other top executives, only one of whom has experience founding a dot-com himself and none of whom is older than 36.

CI also has a five-member board of directors, but, Adelman says, "I haven't had too much interaction with them. I met Dick Rowe at a party. And I met Phil Villers [cofounder of Computervision] a couple of times, just to say hello." MIT's Roberts points out, "One of the things an incubator owes to the companies that it's incubating is some reality and the presence of the people who are advising." Rowe acknowledges that "Veritas doesn't interact directly with CI's board." Then he says: "Typically, what CI's board does is, it designates one board member to each member company. But since none of our board members had medical knowledge, Phil Villers nominated [SeaFlower's] Jim [Sherblom] to act in that role." He adds, "I don't think his involvement is very deep." Adelman, on the other hand, says that he has regular contact, probably every two weeks, with Sherblom, who, he says, is "a really knowledgeable guy in the pharmaceutical industry."

Contact between Adelman and the principals of other member companies appears to be minimal, too. When asked about idea swapping, which is one of the professed reasons all the nascent companies are housed in the same space, he responds, "Socially, it's great." Then he says: "There's lots of small flow back and forth. It's usually off-the-cuff." Maybe part of the problem was that for Veritas's first four and a half months, everyone was still operating behind closed doors and not within the translucent polycarbonate walls of Rowe's $2-million haven across the street.

As far as the VC contacts that CI has provided go, so far none has translated into financing. The VC that looks the most promising to date, says Adelman, is a prominent investor on the West Coast that focuses on health care. Veritas made the contact with the investor itself, through Seth Birnbaum, a coworker of the angel who hosted the Chinese-food spread on February 9.

All together, has Cambridge Incubator truly acted as an "accelerator," helping Veritas sharpen its direction and speeding its time to market? For that matter, can any incubator truly act as an accelerator? "My sense is that incubators do the speed part better," says Kellogg's Sawhney. "If you don't know where you're going, if you run like hell, that doesn't help you. If you know where you're going and it's speed you need, that's where incubators can help."

But even if you know where you're going, is it worth it to give up a big piece of your company to get there, say, two, three, or even six months faster? "We won't know the answer to that for three to five years," says Andy Sack, 33, cofounder of the Internet companies Abuzz Technologies and Firefly. Sack is listed as an adviser at CI, but it's difficult to see how much direct interaction he can have with the companies in the hothouse atmosphere of the venture campus. He lives about 2,500 miles west of the incubator, in Seattle. "As an entrepreneur, I'd look at them [incubators] pretty skeptically. But having done that and looking back, I think there's a need for them in the financing chain," Sack says.

And given the newness of the breed, who's to say that even the speed part of the equation will be borne out? "For the first 45 days it's really valuable, and then there's a slide for a while, and then actually I think there's a slowdown," says Adelman of his incubation experience. "Entrepreneurs need freedom."

Although venture capitalists have varying criteria that they use to choose the companies they'll fund (DFJ, for example, primarily wants companies that have a market opportunity of at least $1 billion), there are certain variables that are important to them all. Among them is a balanced corporate ownership, for it is only with an equitable ownership stake that each component of the company -- management team, investors, and future hires -- will, in VC-speak, be "incentivized" enough to make sure the company keeps growing.

The standard breakdown of ownership in a start-up after its initial round of funding, says Shari Loessberg, a lawyer who teaches entrepreneurial finance at MIT's Sloan School, is either 40%­40%­20% or 30%­50%­20%. That is, 30% to 40% of the company is held by the investors, 40% to 50% is held by the management team (which includes the founders), and 20% is set aside as an option pool, a collection of potential stock that the founders will dispense as an inducement to new employees. In essence, VCs like to see at least 60% to 70% of the company in the hands of current and future employees after the initial funding.

Because of the deal Veritas struck with Cambridge Incubator, the company's corporate structure doesn't come close to that. According to Adelman and Knight, here's how the ownership pie is sliced: in addition to Schultz's 4% and Adelman's potential to own 11%, Knight has 23% to 24%, and Quattrocki Knight has 2%. That means that the management team (and the company doesn't yet have a CEO) owns a total of 40% to 41%. Given the 51.22% potential maximum stake of the initial investors (CI and SeaFlower), that leaves an option pool of a meager 8% to 9%. (Although Adelman doesn't give an exact number, he confirms that the option pool is "in the single digits.") Thus, after Veritas's initial funding, only 48% to about 50% of the company -- as opposed to the recommended 60% to 70% -- resides in the hands of the current and future employees. That could make it difficult to attract the key people the company needs.

VCs agree that being in an incubator does not automatically work for or against a company as far as getting VC funding goes. But it can act as a red flag, making the VC look hard at what kind of value the incubator has brought -- and will continue to bring -- to the member company: Did the incubator help the company significantly improve its business plan? Did it introduce it to important business partners? Does it have solid experience in the member company's industry? Did it help bring in key employees? How many other commitments does the incubator have? Is it incubating, say, 15 or more companies, which means that it's likely spreading itself too thin? And it's not the ratio of incubator staff to member companies that matters so much; rather, it's the ratio of well-connected, experienced incubator partners to member companies. "We gauge the quality of the people who help incubate the member companies as the first cut for sorting through good companies from bad companies," says Stanley Fung, a partner with Zero Stage Capital.

Of course, it's not enough for a VC to require, as a condition of providing financing, that a company be restructured so that its management team will have the proper incentives. For any restructuring to happen, the current investors must agree to the new terms, or they will blow the deal.

Knight, Adelman, and Schultz were well aware of what needed to happen when they sat down, on March 1, for a third meeting with the angel investor. Talk turned to what the company's valuation would be when it received its first VC funding. "New venture capital is going to dictate new terms," said Knight. "Jim Sherblom is a reasonable guy. Tim Rowe is not in a position now to argue."

On March 23, 43 days had passed since Adelman was asked to question the worth of his company's incubator experience over a dozen-plus cartons of Chinese food. How did the experience of Veritas Medicine measure up against the promises of Cambridge Incubator?

Veritas had been in CI since the end of October -- nearly a month past Rowe's target date for a completed prototype. Adelman claimed that the company's prototype was finished, but only 4 of the projected 40 diseases had complete scientific information, and the clinical trials listed were ones that Veritas had come up with on its own, sans the pharmaceutical companies' participation. It's the pharmaceutical companies, funneling their information directly into the encrypted database, that will make Veritas's list of trials comprehensive. The start-up had one letter of intent in hand for a pharmaceutical partnership -- from BASF's Knoll, a connection that Veritas made on its own -- and an oral commitment for another. Visits to seven pharmaceutical companies, which Veritas again had arranged through its own contacts, were on the calendar. The encrypted matchmaking database had not yet been built, though Adelman had commitments from two network-operations experts to construct it. The company had pushed its launch date from March to the end of June. "It's contingent upon having enough partners to make it worthwhile," said Adelman, who noted that five would be sufficient.

Adelman acknowledged that things were going more slowly than he'd hoped. "We've cut our burn rate to compensate," he said. The company, with $480,000 left in its coffers, had enough money for five more months of operation -- if it slowed down its growth. It had added four staff members since the February 9 dinner meeting. No new money had come in yet, though talks with the West Coast VC were going well.

On March 31, CI's staff and three of its member companies moved into the touted venture campus. Veritas -- after a bit more than five months in the incubator -- did not go with them. It remained in its original location across the street, taking occupancy of the 3,300 square feet of space that Rowe and company vacated and paying rent not to CI but to the company that holds the space's lease. Veritas now has its own phone system and T1 line. It pays a fee to use CI's network and the new robust Sun servers that CI installed in late March. Adelman is particularly grateful for the money that Veritas is saving by having access to the latter.

Tim Rowe tries to characterize the Veritas split as a matter of the member company's having grown too big for the incubator space -- though he offered Adelman 4 of the venture campus's 14 bays, and with just 12 employees, Veritas could fit neatly into just 2. And Adelman's take on the turn of events? He calls the move Veritas's "graduation day," even though the company hasn't met any of the criteria -- VC money, launch -- that CI has posited for that. "Essentially, it's an independent step. It's a level of autonomy that we need to have," says Adelman. "They're looking at a Japanese style of business, a keiretsu. I'm more the American-cowboy style."

So, is incubation, for Veritas Medicine and any number of Internet start-ups, worth it? The answer -- at least at this point in the story -- is mixed. None of the players in this particular drama are the "bad guys." Rather, inexperience on both sides, as well as very different personalities, business styles, and cultures, seems to have made the Veritas Medicine­Cambridge Incubator match a far-from-optimum one. "I think we should have a support group: how not to buy a boat anchor for people before they start companies," says the angel's coworker Seth Birnbaum. He's joking about what it's like to be a novice entrepreneur, but there's a lesson in his statement. Stephen Knight openly acknowledges his navetÃ‰ in negotiating the arrangement with Tim Rowe. "To be quite honest with you," he says, "we don't have a ton of experience, so I didn't know exactly what was the right thing to do."

Howard Anderson, 55, does have a ton of experience. He's a veteran businessman, venture capitalist, and founder of the Internet consulting firm the Yankee Group. He also recently started up his own Internet incubator in Cambridge, YankeeTek. On the subject of how much equity incubators should get, he puts on the boxing gloves (in contrast to Birnbaum's white kid ones). "If anyone is stupid enough to negotiate away 50% of their equity for no investment, then he deserves to wind up owning a very small percentage of his company," he says. "In Michael Lewis's book The New New Thing, Jim Clark makes a pretty elegant case that at the end of the day, the entrepreneur deserves a lion's share of the company."